Creating value through business connections

(1)

Creating value

through business connections

U B M p lc A n n u a l R e p o rt a n d A cc o u n ts 2 01 2

(2)

What are our key strengths?

• Strong brands serving fast-growing

communities

• International business – with good exposure

to mature growth markets and a strong

presence in faster-growth Emerging Markets

• Market-leading portfolio of live

business-to-business (‘B2B’) events,

principally large tradeshows

• Leading global communication business –

PR Newswire is one of the largest US

press release distributors

• Positioned to capitalise on growth in the

digital age with a range of quality products

and services

• Proven management team

• Committed, skilled people working in

an innovative and collaborative culture

• Strong environmental credentials and

sustainability awareness

• Distributed customer base – our largest

customer accounts for just 1.6% of

continuing revenues

• Cash generative business model

Financial highlights – continuing and discontinued

* Continuing operations only.

** See explanation of UBM’s business measures on page 42.

2012 Value creation

+6.0

%

Underlying Group

revenue growth

+57.5

%

Total shareholder

return

+1.6

%

Adjusted operating

profit* growth to

£177m

+3.3

%

Fully diluted adjusted

EPS* growth to 49.8p

16.2 %

ROI on 2012

acquisitions

Adjusted operating profit margin**

%

-10bps

2008 2009 2010 2011* 2012* 19.6 20.2 19.3 22.3 22.2

Cash generated from operations

£m

-6.8%

2008 2009 2010 2011 2012 136.1 142.7 154.7 203.7 189.8

Adjusted operating profit**

£m

+1.6%

2008 2009 2010 2011* 2012* 173.5 171.2 171.8 174.2 177.0

Dividend per share

pence

+1.5%

2008 2009 2010 2011 2012 23.8 24.2 25.0 26.3 26.7

Fully diluted adjusted EPS**

pence

+3.3%

2008 2009 2010 2011* 2012* 55.8 54.2 50.2 48.2 49.8

Total Group revenue

£m

+2.0%

2008 2009 2010 2011* 2012* 887.0 847.6 889.2 782.3 797.8

Overview

Our highlights

(3)

UBM is a global B2B

events-led marketing services and

communications business

We help businesses do

business by enabling them

to connect with a targeted,

qualified audience, through

live events, press releases

and other digital and

print media

Overview

This section provides a concise summary

of UBM and the three key elements of

our business model

02 Chairman’s statement 03 Our business model 04 Our products 06 Where we operate 08 Knowing our customers

Business and strategic review

This section provides an overview of

our marketplace, insight into our strategic

thinking, the key strategic priorities and

the progress we have made during 2012

10 Chief Executive’s statement 11 Understanding our markets 12 Our strategic thinking 16 Events

18 PR Newswire

20 Marketing Services – Online and Print 22 People and culture

25 Responsible business 28 Appropriate processes – risks 34 Chief Financial Officer’s review

Governance

This section provides detail about the Board,

its composition and the activities of the

various Board committees during 2012

44 Board of directors

46 Corporate governance statement 54 Directors’ remuneration report 68 Report of the directors

Financial statements

This section provides the key financial

statements and the supporting notes

to those accounts

73 Independent auditor’s report to the members of UBM plc

75 Consolidated income statement

76 Consolidated statement of comprehensive income 77 Consolidated statement of financial position 78 Consolidated statement of changes in equity 79 Consolidated statement of cash flows 80 Notes to the consolidated financial statements 129 Additional information

130 Independent auditor’s report to the members of UBM plc

131 Parent company profit and loss account 132 Parent company balance sheet

133 Notes to the parent company financial statements 138 Shareholder information

140 Financial calendar 2013 140 Cautionary statement

(4)

Introducing Dame Helen Alexander

Skills and experience

Dame Helen is also chairman of the Port of London Authority and Incisive Media. She is deputy chairman of esure Group Holdings, a non-executive director at Rolls-Royce Group plc, and senior adviser to Bain Capital. She was President of the CBI 2009-2011, and Chief Executive of the Economist Group until 2008, having joined the company in 1985. She has also been a non-executive director of Centrica, BT and Northern Foods. She is Chancellor of the University of Southampton, and a board member of the Grand Palais in Paris.

Generating long term

shareholder value

Dear shareholder,

I was recently asked about what had attracted me to join UBM.

The main reason was the chance to chair the Board of an

exciting global media firm, in an industry that is changing fast

and creating opportunities for innovation and development.

The second reason was the quality of the business itself.

UBM has successfully transformed from being largely

print-focused into a quality events-led marketing services

and communications business. The breadth of its operations

in the global market is impressive with exposure to both the

US and faster-growth Emerging Markets, most notably China.

Finally, given my career in media and international businesses,

the role at UBM is one to which I can bring relevant and

useful experience.

In the months since I joined I have been struck by a number

of different aspects of UBM. Its active and open approach to

stakeholder engagement in particular fits with my personal

philosophy. I have been able to speak with many of UBM’s

customers, to visit employees and to meet a number of

shareholders. I am keen that this engagement should continue.

I have been touched by the welcome I have received and

impressed by the energy of the people which makes for an

exciting place to work. The Company’s initiatives on leadership

and development show how seriously it takes the principles of

investing in people. The Company continues to work on further

improving UBM’s diversity. Women already make up a large

proportion of our workforce, 55% in 2012, and we are

determined that this diversity should be better reflected across

all levels of management. Meanwhile the global breadth and

depth of our operations ensure that we employ people from

a wide range of national and ethnic backgrounds. UBM has

a strong culture of collaboration which is underpinned by a

focus on achieving results.

I have found a cohesive and collegiate Board, with a culture

of challenge and debate. Most important, there is strong and

relevant experience around the table. There have been a number

of changes during the year. I would like to take this opportunity

to thank John Botts, the outgoing Chairman, who was a member

of the UBM Board for over 14 years. I would also like to thank

Alan Gillespie for having chaired the Remuneration Committee

for four years. Having joined as a member of that Committee

I look forward to working with Greg Lock, its new Chairman.

I intend that we should engage fully with our shareholders,

and that we create a clear and simple remuneration framework

which is closely aligned with performance. The other notable

change relates to UBM’s return to a UK tax domicile following

the shareholder vote in November 2012.

I am keen to make sure that the Board works effectively and

serves stakeholders as well as it possibly can across all areas

of responsibility. The governance section of our report (see

page 46) sets out some of the developments in this vital area.

2012 has been a year of operational and strategic progress.

Underlying revenues rose 6% while continuing fully diluted

adjusted EPS* increased by 3.3% to 49.8p. The Board is

recommending a final dividend of 20.0p, bringing the total

dividend for the year to 26.7p (up 1.5%). For 2013 we expect

to see further growth, led by Events and PR Newswire.

On 5 February 2013, we announced the proposed disposal

of a portfolio of Data Services businesses (‘Delta’). This

transaction will simplify UBM and enable us to focus on further

developing it as a fast-growing and increasingly profitable

events-led, marketing and communications business. It is a

business I am excited to be part of and I look forward to seeing

further progress during 2013.

Dame Helen Alexander

Chairman

* See explanation of UBM’s business measures on page 42.

Overview

Chairman’s statement

(5)

How do we create value?

We understand the communities we serve. We use this understanding to create products and services

– particularly tradeshows – which bring those communities together and help them to do business.

We do this around the world. This creates value for UBM’s stakeholders.

Community understanding

We understand the communities

in which we operate and have

close relationships with our

customers, enabling us to provide

the most appropriate offering.

Quality products

We offer high quality products

and services which satisfy

our customers’ marketing

and communications needs.

Geographic diversity

We are an international company.

This allows us to do business

where our customers want to

do business.

Eve

₅₅

nts

%

PR N ewsw ire 25% Mark eting service s Onl ine 14% Mark eting services Print 6% Discon tinue d Delta

(6)

Creating value through our

quality products...

Having a broad range of high quality products and services

means we can create an offering specifically designed to meet

the needs of the communities we serve.

The media industry is shifting to a more integrated approach,

making it increasingly important to have a full range of products

and services (see ‘Our strategic thinking’ on page 12).

UBM has a culture of collaboration (see our ‘People and

Culture’ on page 22). Our best practice groups support the

different communities and geographies in sharing their

experiences to ensure that the best products and services

are available to all the customers we serve.

Events

UBM’s tradeshows and other live ‘in person’ events enable communities to do business by transacting, learning and networking.

The importance of the live events as a place to do business is well-recognised and there is a discernible trend in our markets of companies allocating more marketing budget to events (see ‘Understanding our markets’ page 11).

UBM is the world’s second largest ‘pure play’ events organiser with a bias towards large tradeshows and an increasing exposure to Emerging Markets (see ‘Where we operate’ page 6).

We generate our revenues by selling space to exhibitors, providing sponsorship opportunities and through paid conference attendance (see ‘Events performance’ page 17).

2012* ₂₀₁₁* _{Change %}

Revenue £m 438 392 +11.7

Adjusted operating profit** £m 142 133 +6.8

Margin % 32.5 34.0 -150bps

Discontinued – Delta

On 5 February 2013 we announced our intention to dispose of a portfolio of Data Services businesses (‘Delta’). These businesses principally provide data products and services to the Health, Technology and IP, Trade & Transport, and Paper verticals. Given the status of the strategic review process at 31 December 2012 the Delta businesses are classified as discontinued in these 2012 consolidated results. No benefit will be recognised from the Delta businesses in 2013. Full detail of the 2012 and 2011 revenue and profit of these Delta businesses can be found in note 6.4 of the financial statements (page 119).

2012* ₂₀₁₁* _{Change %}

Revenue £m 179 190 -5.6

Adjusted operating profit** £m 27 28 -3.6

Margin % 14.9 14.6 +30bps

Eve

₅₅

nts

%

PR

N

ew

sw

ire

25%

Di

sco

nti

nu

ed

Del

ta

Overview

Our products

(7)

PR Newswire

In essence, the portfolio of PR Newswire products and services enables businesses to communicate with a targeted audience and then monitor how effectively their message has been received.

The importance of earned media within the marketing mix is increasing while products which enable companies to distribute digital content are attractive, particularly in an increasingly mobile and social environment (See ‘Understanding our markets’ page 11).

PR Newswire is largely US-focused and we believe that over time, the dynamic towards earned, high engagement digital content will increase, driving the opportunity to develop further in the other geographies where we operate (see ‘Where we operate’ page 6).

2012 2011 Change %

Revenue £m 196 188 +4.6

Adjusted operating profit** £m 44 41 +6.1

Margin % 22.1 21.8 +30bps

Marketing Services –

Online and Print

We help businesses do business: they may be looking to enhance branding, customer awareness, reach and engagement or to generate sales leads. UBM is able to offer a range of high quality digital and print assets such as community websites, online publications, controlled circulation publications or virtual events, through which our clients can interact with their target audiences. Increasingly clients seek an integrated marketing approach across different media (see ‘Understanding our markets’ page 11). 2012* ₂₀₁₁* _{Change %} Revenue £m Online 113 117 -3.6 Print 51 86 -40.3 Combined 164 203 -19.2

Adjusted operating profit** £m

Combined 6.8 14.2 -52.1 Margin % Combined 4.2 7.0 -290bps

Eve

₅₅

nts

%

PR

N

ew

sw

ire

25%

Mar

ke

tin

g Se

rvi

ce

s

– O

nli

ne

14 %

Mar

ke

tin

g Se

rvi

ce

s

– P

rint

6%

N.B. Size is indicative rather than exactly proportional to revenue. Percentage figures show * Please see Section 2 on page 85 relating to

Continuing adjusted operating profit by segment***

%

1. Events 74 2. PR Newswire 23 3. Marketing Services 3 1 2 3

*** Pre corporate costs

Continuing revenue by segment

%

1. Events 55 2. PR Newswire 25 3. Marketing Services 20 1 2 3

(8)

North America continuing revenues +3.2% in 2012

UK continuing revenues -6.2% in 2012

Continental Europe continuing revenues -27.4% in 2012

RoW continuing revenues +20.2% in 2012

Emerging Markets continuing revenues +18.6% in 2012

Where we operate...

UBM has 5,920 employees worldwide. This graphic shows the breadth of UBM’s infrastructure

and distribution of revenues by product type and geography.

Revenue – geographical and segmental

£m N.America Emerging Markets* Continental _Europe _UK _RoW

Events

123

183

54

61

16 PR Newswire

166

13

9

8

0 Marketing Services

115

8

3

32

4 Discontinued Delta

67

36

47

15

* Emerging Markets constituents are the non-G10 countries – notably for UBM: China, Brazil, India, Thailand, Singapore, Turkey, Indonesia, Malaysia, Philippines, Mexico and UAE.

Responding to our clients’ needs

PR Newswire helps clients in Asia and Latin

America distribute content into the US market.

In 2012 we released 6,482 releases on behalf

of Asian companies who wanted to get their

messages heard and seen in the US.

Overview

(9)

North America continuing revenues +3.2% in 2012

UK continuing revenues -6.2% in 2012

Continental Europe continuing revenues -27.4% in 2012

RoW continuing revenues +20.2% in 2012

Emerging Markets continuing revenues +18.6% in 2012

Events

PR Newswire

Marketing Services

Discontinued Delta

UBM continuing

A year of achievement

26%

Our revenues from Emerging Markets

increased by 18.1% and now account

for 26% of continuing operations

5 new offices

We opened offices in China, Malaysia,

Singapore, US and India

+10%

We increased headcount in China by 10%

to 972 employees

7 countries

Continuing adjusted operating profit by geography

%

1. North America 46 2. Emerging Markets 32 3. Continental Europe 14 4. UK 5 5. RoW 3 1 2 3 4 5

(10)

The value of understanding

their needs...

At UBM we serve a variety of specialist communities. We seek

to know who’s who in each community, to build relationships

with key participants and to understand the key themes

affecting their community, their information needs and

how they operate.

With this thorough understanding we are able to service

our customers more effectively. (See ‘Our strategic thinking’

page 12.)

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Bu

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_£24m

£2m

£106m

£38m

£66m

£101m

£22m

£196m

Overview

(11)

Building on success

UBM has a very diverse customer base:

no single customer accounts for more than

1.6% of continuing revenues.

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Events

PR Newswire

Marketing Services

Discontinued Delta

£19m

£6m

£1m

£3m

£18m

£85m

£21m

£61m

£30m

£15m

£3m

£92m

£47m

£18m

(12)

I’m pleased to report that 2012 has been a year of both

operational and strategic progress for UBM.

In July 2012 we announced that we would undertake a strategic

review of our Data Services businesses (‘Delta’). On 5 February

2013 we announced the disposal of Delta for a consideration of

£160m. This transaction is a significant strategic step forward for

UBM: by divesting Delta we simplify our business, improve the

quality of our earnings, enhance our underlying growth rates and

remove the challenges inherent in the continued transition to digital

data delivery. This transaction formed the next step in a strategy

we have been successfully pursuing since I joined in 2005.

Over time we have focused the business on creating a winning

portfolio of products and services, building strong relationships

with attractive, specialist communities and developing a

geographic presence which exposes us both to established

large markets like the US and fast-growing markets like China.

Consistent execution of this strategy is delivering results. 2012

continuing revenues rose 2.0% to £797.8m with underlying

revenue growth* of 6.0%. Our Events portfolio, now the second

largest in the world, delivered revenue growth of 11.7%. PR

Newswire, one of the world’s largest press release distributors,

also delivered a robust performance with revenues growing

4.6%. Our Marketing Services revenues declined 19.2%

reflecting further print portfolio rationalisation and ongoing

structural print declines. Continuing adjusted operating profit*

was up 1.6% to £177.0m. The continuing adjusted operating

margin* of 22.2% was 0.1%pt lower than 2011. This reflected

lower biennial event contributions and the disposal of print titles

which had slightly higher margins. Adjusted profit before tax*

(continuing) increased 1.4% to £151.8m. Fully diluted adjusted

EPS* (continuing) was up 3.3% to 49.8p.

We are encouraged by prospects for UBM. We enter the year

with a well-defined business providing quality products with

robust business models in growing economies and sectors.

We believe we are well-positioned for future growth.

Following the disposal of Delta we look forward to further

developing UBM as a fast-growing and increasingly profitable

events-led marketing services and communications business.

David Levin

Chief Executive Officer

Continued strategic progress

I’m pleased to report

that 2012 has been another

year of operational

and strategic progress

for UBM

UBM’s marketplace:

$194.5bn

Global B2B Market

Source: PwC Global Entertainment

and Media Outlook: 2012–2016 www.pwc.com/outlook

$28bn

Global Exhibition Industry

Source: AMR International

2012 Globex report

$60bn

US B2B Digital Marketing

& Advertising spend

Source: 2012 Outsell Survey

$40bn

US B2B Print Marketing &

Advertising spend

Source: 2012 Outsell Survey

The B2B marketplace in which UBM operates is highly

fragmented due to the number and variety of communities and

geographies we serve and the diversity of products and

services we offer.

Business and strategic review

Chief Executive’s statement

(13)

Summary of key marketplace trends

There is growing recognition of events as effective

media for B2B lead generation

The graphic below highlights the effectiveness of different sorts

of media in generating leads. In this survey by industry analysts

Outsell*, Live events are deemed the most effective for B2B

advertisers, followed by company-owned websites. PR is also

identified as a highly effective method of generating leads owing

to the apparent strength of earned media (see ‘the importance

of ‘content’ is growing’ to the right).

An integrated marketing approach is highly effective

Outsell’s annual US Advertising and Marketing Study 2012

(‘Outsell A&M Study’) also highlighted that advertisers rate

cross-media campaigns much more highly for effectiveness in

generating leads than campaigns that rely on a single medium.

For some sectors, print remains an effective medium for

communicating with an audience, and forms part of an

integrated approach. For large companies the effect on lead

generation of having a multimedia campaign (print, digital

and events) is a 46% enhancement.

The attractions of digital media are amplified as

software and data together enable advertisers to

become more efficient

The ability of marketers to see the return on their investment

using data analytics, coupled with the improved sophistication

of lead generation and nurturing makes online and digital media

attractive for advertising. The Outsell 2012 Study estimates that

almost 43% of B2B spend in the US is on digital, and

advertisers are expected to have increased this line of spending

by 10% during 2012.

The importance of ‘content’ is growing

In the digital environment the distinction between paid, earned

and owned media is blurred, particularly now that social and

mobile straddle all three.

The popularity of social networking and accelerating mobile

usage are changing B2B spending habits. According to Outsell,

although companies’ own websites receive 48% of B2B digital

spend, this large base is no longer growing as quickly as other

marketing methods such as social network advertising,

webinars and even email marketing.

The increasing importance of earned media

Customer validation through social media channels is perceived

to be increasingly powerful and therefore desirable. This third

party distribution, known as ‘earned media’, raises visibility

across digital media channels and can promote traffic to the

paid and owned marketing assets that the advertiser wishes

to promote. Within this trend, the quality of content is crucial to

maximising the value of the earned media network available.

*Outsell Inc, (www.outsellinc.com).

Understanding our markets

Which media generate leads?

1. In-Person Conferences 2. In-Person Exhibitions

3. Company Websites 4. Direct Mail Marketing 5. Sales Collateral 6. Webinars 7. Print Magazines 8. E-Mail Marketing 9. Public Relations 10. Print Newsletters

11. Search Engine Site Keywords

12. Custom Print 13. Sponsor Content w/Registration 14. Industry Or Topic Specific Sites 15. Virtual Tradeshows

16. Vertical Search Sites 17. Social Networking Sites 18. General Interest Sites 19. Own Social Engagement 20. Mobile Marketing 21. Print Directories 22. Print Newspapers

Key UBM’s primary products and services

30 40 50 60 70 80 30 40 50 60 70 80 3 4 5 6 7 8 9 13 ₁₀ 11 12 14 15 16 17 18 19 20 21 22 2 1

Effectiveness with consumers

(14)

Our aim

To help businesses make connections, communicate their proposition

and do business effectively

Our vision

To be the leading B2B marketing and communication services provider

Our strategy

To use our community understanding to provide events-led marketing and communications

products and services to help customers reach their markets

Our five key strategic priorities

Growth agenda

Sustainability agenda

1 Organic revenue

growth

2 Portfolio

management

3 People and

culture

4 Responsible

business

5 Appropriate

processes

An integrated approach

We are continually exploring organic initiatives which strengthen our portfolio of products and services, improve our geographic reach and address customer needs.

We invest in strategic acquisitions which complement our existing portfolio or provide exposure to new products, markets or geographies we feel are attractive. We also look to divest or rationalise businesses which no longer fit our strategy.

We are fostering a positive, innovative, open and collaborative culture which both attracts great talent and enables people to flourish.

We are committed to ensuring that we engage positively with society and the communities we serve. We also work to minimise any negative and social impacts from our operations. Acting with respect is central to the way we do business.

The structure and transparency of performance within UBM are crucial for enabling management to drive the strategic priorities and measure the response.

Delivering profitable growth

See KPIs on page 15

Our strategic thinking

Business and strategic review

(15)

Our strategy is founded on reinforcing the three key

dimensions of our business model.

1) Improving our relationships with our communities

and exploring new opportunities

Customers are at the heart of our proposition. It is by having

a relationship with them and understanding their needs that

we can serve them most effectively. We are continually

exploring ways of strengthening our relationships with

these communities.

We focus on high-growth markets where groups of both

buyers and sellers are fragmented and where we can offer

the most value in helping our customers make and leverage

their business connections. We also explore the potential

of moving into new sectors with high levels of fragmentation

and strong long term growth characteristics.

2) Ensuring the quality and breadth of our product offering

is attractive

Seven years ago we decided to develop the business more

towards Events, particularly large tradeshows. We believed

that the effectiveness and efficiency of attending live events

would remain attractive and would be secure in a digital age.

Having invested in test virtual events models over the last

three years we are confident that the large tradeshows,

on which UBM focus, cannot be replicated in a virtual

environment but can be complemented by them. We believe

face to face interaction will remain an important feature of

doing business.

The other dynamics mentioned on page 11 lead us to believe,

however, that we can serve our customers more effectively if

our offering is broader than live events alone. PR Newswire’s

products enable businesses to get their messages heard

on the internet. Our video and multimedia products are

particularly relevant, given the growing trend for higher

engagement content. Meanwhile the development of

subscription services enables customers to monitor their

messaging in the workflow and respond directly in these

digital environments.

Our marketing services cater to the growing appetite for

digital products as a means of conveying messages and

generating leads. We want to maximise the value of serving

an entire community throughout the year, rather than just

at a single live event; the digital skills and products within

both our marketing services and PR Newswire businesses

facilitate this.

3) Further developing our global presence

Our broad geographic reach gives us exposure to large,

mature markets and to faster-growth Emerging Markets

alike. By sharing our experience and knowledge we can

help businesses, particularly those in Emerging Markets,

to become more effective at marketing and communicating

their propositions. Given the industry dynamics, we are

confident that the popularity of B2B events within Emerging

Markets will increase given the relative immaturity of the

events industry as compared to the US or Europe. Similarly,

we are highly aware of companies’ desire to globalise;

a broad geographic footprint enables us to help our

customers to access new geographies.

UBM strategy

The graphic on the left highlights our

five strategic priorities. By focusing on these

we believe the business model will continue to

strengthen and enable UBM to become not only

more profitable but also more sustainable.

The spread on the next page illustrates the

progress we have made in these

five specific areas.

(16)

Strategic priorities

2012 progress

Specific performance indicators

Gro

w

th a

g

en

d

a

1 Organic revenue

growth

• Three live Global Events Momentum (‘GEM’) events were held during 2012 to share best practice and explore initiatives to improve the quality of the events and thus increase revenues

• More than 800 active participants on GEM Hub space – UBM’s online community • 22 new event geo-adaptations

• New product launches: Agility, 24 new online interactive communities

• Two Online Best Practice (‘OBP’) meetings and more than 700 active participants on OBP Hub space • Recruitment of ‘Chief Content Officer’ to enhance our offering in line with content marketing trends

2 Portfolio

management

• Completed strategic review of Data Services businesses (‘Delta’) with disposal

• Disposed/discontinued 27 print titles in 2012. This rationalised portfolio of print had contributed £29.8m of revenue in 2011

• Total consideration of £60.6m spent acquiring remaining 50% interest in Canada Newswire (‘CNW’) and eight events businesses

– CNW acquisition will enable us to drive cost efficiencies and revenue synergies over time

– Events acquisitions enhance our operational positions in Turkey, Brazil, Malaysia, US, India and China – Strengthen relationships within furniture, renewable energy, dental, baby product, global aviation

and transport communities

– Expansion into rapidly accelerating mobile broadband market

S

u

st

ai

n

ab

il

it

y a

ge

n

d

a

3 People and

culture

• Talent management initiatives:

– Leadership Development Programme (‘LDP’) meetings with 71 participants across China, Europe and The Americas

• 55% female employees

• Achieved goal of increasing proportion of women in senior management positions – now 45% • Hosted three Executive Women’s Forum meetings in London, New York and San Francisco • UBM’s online community – the ‘Hub’ – annual page views 2.6m

• UBM Voice employee engagement survey – 80% participation

4 Responsible

business

• 17% reduction in carbon emissions per head since 2010 • IS020121 accreditation for sustainable events – 5 events • Introduction of ‘green teams’ within each office

• Best environment initiative award for zero waste to landfill

• Responsible Business 2012 had 150+ non profit exhibitors, NGO India had 200 exhibitors and ONG Brasil had 500 exhibitors: ‘UBM’s Community Engagement Series’

5 Appropriate

processes

• New Chairman appointed May 2012 • Further Governance developments

• Investing in new financial systems to improve efficiency and quality of control environment • Granular mapping exercise for risk management

• Innovative scenario planning process to reflect and prioritise risk management • Internal audit team completed in excess of 60 projects in more than 16 countries

Business and strategic review

(17)

Strategic priorities

2012 progress

Specific performance indicators

Gro

w

th a

g

en

d

a

1 Organic revenue

growth

• Three live Global Events Momentum (‘GEM’) events were held during 2012 to share best practice and explore initiatives to improve the quality of the events and thus increase revenues

• More than 800 active participants on GEM Hub space – UBM’s online community • 22 new event geo-adaptations

• New product launches: Agility, 24 new online interactive communities

• Two Online Best Practice (‘OBP’) meetings and more than 700 active participants on OBP Hub space • Recruitment of ‘Chief Content Officer’ to enhance our offering in line with content marketing trends

2 Portfolio

management

• Completed strategic review of Data Services businesses (‘Delta’) with disposal

• Disposed/discontinued 27 print titles in 2012. This rationalised portfolio of print had contributed £29.8m of revenue in 2011

• Total consideration of £60.6m spent acquiring remaining 50% interest in Canada Newswire (‘CNW’) and eight events businesses

– CNW acquisition will enable us to drive cost efficiencies and revenue synergies over time

– Events acquisitions enhance our operational positions in Turkey, Brazil, Malaysia, US, India and China – Strengthen relationships within furniture, renewable energy, dental, baby product, global aviation

and transport communities

– Expansion into rapidly accelerating mobile broadband market

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a

3 People and

culture

• Talent management initiatives:

– Leadership Development Programme (‘LDP’) meetings with 71 participants across China, Europe and The Americas

• 55% female employees

• Achieved goal of increasing proportion of women in senior management positions – now 45% • Hosted three Executive Women’s Forum meetings in London, New York and San Francisco • UBM’s online community – the ‘Hub’ – annual page views 2.6m

• UBM Voice employee engagement survey – 80% participation

4 Responsible

business

• 17% reduction in carbon emissions per head since 2010 • IS020121 accreditation for sustainable events – 5 events • Introduction of ‘green teams’ within each office

• Best environment initiative award for zero waste to landfill

• Responsible Business 2012 had 150+ non profit exhibitors, NGO India had 200 exhibitors and ONG Brasil had 500 exhibitors: ‘UBM’s Community Engagement Series’

5 Appropriate

processes

• New Chairman appointed May 2012 • Further Governance developments

• Investing in new financial systems to improve efficiency and quality of control environment • Granular mapping exercise for risk management

• Innovative scenario planning process to reflect and prioritise risk management • Internal audit team completed in excess of 60 projects in more than 16 countries

UBM’s Group KPIs

+6

%

Group Underlying revenue growth

+12

%

Events Underlying revenue growth

43 %

Emerging Markets continuing annual events revenues (2011: 39%)

+4.5

%

PR Newswire Underlying revenue growth

45 %

Female managers

80 %

UBM voice participation

71 %

of employees happy with work-life

balance

71

2012 LPD participants

10 %

reduction in absolute carbon emissions since 2010

Zero

waste to landfill out of London head office

4

scenario planning meetings

>60

internal audit projects

Demonstrates management ability to deliver revenue growth but not at expense of profit growth

Measure of effectiveness at delivering the growth

Measure of overall efficiency at growing the business after taking into account tax and finance management

Same as the above but adjusted to reflect potential employee share incentivisation arrangements

Measure of cash generated from the business

Measure of efficiency at converting new capital into profits

Indication of UBM’s ability to meet its financing obligations

9

Acquisitions

12.8 %

ROI for acquisitions 2010-2012

£61

m

2012 Total consideration (2011: £50m)

Cash from operations

£m

2011

2012

203.7 189.8

-

6.8%

Measure of growth of the overall business – reflects underlying growth as well as portfolio changes

Continuing revenues

£m

2011 2012 782.3 797.8

+

2.0%

Continuing adjusted operating profit*

£m

2011 2012 174.2 177.0

+

1.6%

Continuing adjusted

operating profit margin*

%

2011

2012

22.3

22.2

-

10bps

Continuing fully diluted

adjusted EPS*

pence

2011 2012 48.2 49.8

+

3.3%

ROACE*

%

2011 2012 14.6 15.5

+

90bps

Net debt/adjusted EBITDA*

ratio

2011

2012

2.4x

2.5x

-

0.1x

Continuing adjusted EPS*

pence

2011

2012

49.0

50.7

(18)

Events: maximising the opportunities

Our Events business ranges from large industry exhibitions and conventions, to forums, fairs

and tradeshows. In a sales and marketing context, direct contact between buyers and sellers

through face to face interaction remains of paramount importance. Growth in live exhibitions

continues unabated, and is complemented by the emergence of digital formats.

Portfolio management

• During 2012 we acquired the following eight businesses which improve UBM’s geographic footprint, are complementary to our existing communities or provide access to a new industry

• As part of usual portfolio management we discontinued various events which in 2011 had contributed £12.4m to revenue

Strategic update

Global Events Momentum (‘GEM’) initiative focuses

on the four pillars:

• Outstanding attendee experience • Demonstrable exhibitor ROI • Leading innovation

• Continuously raising standards in sustainability

GEM activity during 2012:

• Three GEM events bringing together global event brand managers, marketing managers and operations leaders

• One meeting co-located with Online Best Practice event to encourage collaboration with digital assets and environments

• Opportunities for PR Newswire and Marketing Services to showcase product offerings which may be attractive to event exhibitors and attendees

• More than 800 active participants on GEM Hub space • 22 new event geo-adaptations

Organic revenue growth

Date Target Community Geography Initial

consideration Expected contingent and deferred consideration

Feb 4G World Technology US £2.7m –

Feb Airport Cities Aviation Global £0.9m £0.1m

Feb MIFF Furniture ASEAN £7.4m £0.8m

Mar DenTech Dental care China £3.6m £3.8m

Apr Negócios nos Trilhos Railways Brazil £6.5m –

Jul WineExpo Beverage China £0.4m £0.3m

Oct EFEM Child products Turkey £2.1m £1.3m

Dec Green Build Asia Built Environment ASEAN £0.5m £0.1m

Geographic split

%

1. Emerging Markets 42 2. North America 28 3. UK 14 4. Continental Europe 12 5. RoW 4 1 2 3 4 5

Community split

%

1. Technology 23 2. Lifestyle 19

3. Ingredients (inc. Food & Pharmaceuticals) 15 4. Fashion (inc. Jewellery) 14

5. Other 29 1 2 3 4 5

Revenue

£m

2008 2009 2010 2011 2012 292 288 310 392 438

Adjusted operating profit margin*

%

2008 2009 2010 2011 2012 28.2 30.3 30.2 34.0 32.5

Business and strategic review

Events

(19)

Our Events business model

The attractions of the events industry

• Strong cash flow characteristics, with stand space

deposits paid up to a year in advance

• Forward order book visibility

• A highly fragmented industry that offers

consolidation opportunities

Potential challenges

• Venue constraints, particularly in Emerging Markets,

and changes in health & safety legislation

• Event maturity – we closely monitor the life cycle

of our events and manage our events

brands accordingly

• Technological change, which may affect exhibitor

and visitor experience, and permit competition from

new media

• Government influence – UBM maintains strong

relationships where necessary

The business model

Revenues are driven by:

• The size and commercial success of events

• The number of events

• The pricing achieved with exhibitors,

attendees and sponsors

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Communities

• Focus on specialist communities with inherent growth

characteristics

• Prioritise markets where both buyer and seller groups are fragmented

• Understand our communities so we can identify new launch opportunities • Acquire in attractive new

business communities

Product

• Bias towards large events with 46% of revenue generated by top 20 shows

• Global Events Momentum (‘GEM’) initiatives to provide: – outstanding attendee

experience

– demonstrable exhibitor ROI – leading innovation – outstanding sustainability

credentials

• Increasing brand awareness to ensure customer loyalty • Continued portfolio management

to ensure overall focus on growth and market strength

Geographies

• Exposure to large US market • Exposure to faster-growing

Emerging Markets

• Expansion into new geographies through acquisition or

(20)

20121 £m 2011 1 £m Change % Change at CC % Underlying change %

Emerging Markets

177.5

140.9

26.0

28.4

15.0 North America

117.0

104.7

11.7

9.8

9.2 UK

58.6

49.2

19.1

18.9

8.1 Continental Europe

46.4

52.2 -11.1

-6.6

10.3 Rest of World

13.3

10.9

22.0

24.3

21.2 Annual Events Revenue

412.8

357.9

15.3

16.4

11.9 The events marketplace

The Events marketplace

AMR, the Events industry analyst, estimates that in 2012

the revenues of the global events industry grew by 5.2%

to $27.6bn. AMR projected a compound annual growth

rate (‘CAGR’) for the global events industry of 5.2%

between 2011–2016. The table below shows variation

within that.

The graphic above demonstrates that UBM is the third

largest events organiser. If revenues from venue ownership

are excluded, UBM is the world’s second largest ‘pure

play’ event organiser.

It is the market share of each event within its specific niche

community/geography that is the key to the strength of the

UBM portfolio. However it is interesting to compare the

geographic spread of the global industry (above left) to

UBM’s geographic split (page 16) – highlighting UBM’s

bias towards faster growth Emerging Markets.

1_{See table of Section 2 of the Financial statements page 85 relating to reclassification following the Delta announcement. In addition to this the 2011} figures have been restated to reflect £2.2m of biennial events now classified as annual and additional £5.6m of annual events revenue reclassified during the formation of the UBM Technology business unit.

Country CAGR growth % 2011–2016

Brazil

9.6 Russia

9.1 GCC

8.9 India

8.1 China

8.0 Turkey

7.7 Hong Kong

5.0 US

4.9 Germany

4.5 France

4.4 UK

1.7 Spain

1.6 Italy

1.3

Source: AMR International 2012 Globex Report.

UBM’s market position

Market participants % 1 Reed Exhibitions* 4.1 2 Messe Frankfurt 2.4 3 UBM* 2.3 4 GL Events 1.9 5 Messe Dusseldorf 1.9 6 Other 87.4 1 2 3₄₅ 6

* Pure play events organisers.

2012 exhibition market by geography %

1 North America 41.3 2 Emerging Markets 16.9 4 Continental Europe 19.1 3 UK 5.7 5 RoW 17.0 1 2 3 4 5

(21)

1_{See table of Section 2 of the Financial statements page 85 relating to reclassification following the Delta announcement. In addition to this the 2011 figures have} been restated to reflect £2.2m of biennial events now classified as annual and additional £5.6m of annual events revenue reclassified during the formation of the UBM Technology business unit.

2_{See explanation of UBM’s business measures on page 42.}

We remain encouraged by the progress of our Events segment

which now accounts for over half (54.9%) of UBM’s continuing

revenues (2011: 50.1%) and nearly three-quarters (73.9%) of

total continuing adjusted operating profit before corporate costs

(2011: 70.7%). Total reported revenues grew to £437.6m

(2011: £391.9m), benefitting from strong performance in the

portfolio and the addition of a number of shows acquired in

2011 and 2012, most notably Ecobuild and the Malaysian

International Furniture Fair (‘MIFF’).

Annual event revenues grew 15.3% to £412.8m (2011: £357.9m).

Annual stand revenues rose 16.3% to £286.1m (2011: £246.1m),

sponsorship and other revenues increased 13.7% to £81.9m

(2011: £72.0m) and attendee revenues were up 12.6% to

£44.8m (2011: £39.8m). A total of 53,500 companies exhibited

at our annual events during the year which is an increase

of 9.1% (2011: 49,000). The square metres of our annual

portfolio increased by 12.4% to 1.4m (2011: 1.2m) while

visitor numbers increased by 7.4% to 1.6m (2011: 1.5m).

The performance of our top 20 shows continues to be a key

driver and 2012 revenues from the largest 20 shows accounted

for 48.4% of annual revenues. As at 31 January 2013, forward

bookings for those top 20 events were up 12.7% reflecting both

the underlying strength of these events, good confidence levels

resulting in early bookings and some rebook timing distortions.

We continue to focus on large events within our portfolio.

We organised 100 annual events which generated revenues of

more than £1m and these accounted for 85% of our annual

revenues (2011: 83 events of >£1m accounted for 79%). As part

of our drive to improve the quality of the overall portfolio we

launched 22 new geo-adaptations, principally in China and

India. We also discontinued a number of events which had

generated revenues of £12.4m in 2011.

In 2012 we hosted 35 biennial events which contributed £24.8m

of revenue (2011: 18 events, £34.0m). 2012 biennial revenues

included incremental revenues from acquired biennials.

We invested £30.5m (including £6.4m of contingent and

deferred consideration) buying outright or majority interests

in eight events businesses which contributed £10.0m to 2012

reported events revenue. Had we owned these businesses

since 1 January they would have contributed a further £2.3m.

On an underlying basis annual events revenue grew 11.9% over

the prior period.

The table below left shows revenue for annual events split by

geography. Emerging Markets now account for 43.0% of our

annual event revenues, from 39.4% in 2011. China accounts for

31.4% of annual Events revenues and is now our largest single

market. Revenues from China rose 15.3% during 2012 driven

by strong double digit growth at events such as Furniture China,

CBME and CPhI China, plus incremental revenue contribution

from Dentech which was acquired during the year. Events in

our other Emerging Markets, particularly in ASEAN, Middle

East/Africa and India also performed well. This growth was

supported by additional revenues from the MIFF (Malaysia)

and Negócios nos Trilhos (Brazil) acquisitions. Organic event

revenue growth for Emerging Markets was up 15.0%.

North American revenues grew 9.2% on an underlying basis

with strong growth at Game Developer Conference, Black Hat

and Enterprise Connect offsetting softness in our shows serving

semi-conductor related verticals. The acquisitions of 4GWorld

and Airport Cities also contributed to reported revenue growth.

Reported revenues from UK annual events were up 19.1%

reflecting the addition of the Ecobuild acquisition. This offset

softer underlying performances at events such as Interiors

and Decorex which were impacted by the challenging

conditions in the UK Built Environment.

European annual revenues fell 11.1% partially owing to rotation

of peripatetic World Routes show from Berlin to Abu Dhabi.

Underlying European annual revenue growth was 10.3% driven

by good performances at CPhI, ICSE and the MEDTEC

franchise. Reported Rest of World revenues were up 22.0%,

owing to the rebound in Japan reflecting recovery from the

impact of the earthquake and tsunami in 2011.

Adjusted operating profit rose 6.8% to £142.4m (2011: £133.3m);

operating margin was 32.5% (2011: 34.0%). The decline

from 2011 was largely a reflection of the absence of the

contribution of our strong odd-year biennial shows in 2011.

The positive contribution from acquired events, combined

with operational leverage at some large annual events, offset

dilution from higher Asian wage costs, new geo-adaptations,

new launches and investment in other Global Events

Momentum (‘GEM’) initiatives.

Total Events performance

20121 £m 2011 1 £m Change % Change At CC % Underlying change %

Annual Events Revenue

412.8

357.9

15.3

16.4 –

Biennial Events Revenue

24.8

34.0 -27.1

-27.3

–

Total Revenue

437.6

391.9

11.7

12.6

11.9 Total Adjusted Operating Profit

2

_142.4

_133.3

_6.8

(22)

PR Newswire: evolving in digital media

Our PR Newswire business provides communication products and services to professionals

working in public relations, marketing, corporate communications and investor relations

roles. As well as distributing our clients’ messages and information, PR Newswire also helps

customers identify target audiences and monitors how effectively their messages are

communicated, increasingly with a focus on digital media.

• October 2012 – Acquisition of remaining 50% stake of Canada Newswire for consideration of £30.1m. Established in 1960, CNW is the leading newswire provider in Canada, distributing approximately 90,000 wire releases per year. It is also the country’s largest investor relations webcast provider and a leading

regulatory filing agent. Full control of the joint venture will, over time, enable PR Newswire to extract revenue synergies, deliver cost savings and allocate capital more efficiently

Strategic update

• Further enhancements to our distribution network • 9,600 websites signed up to receive PR Newswire feeds • PR Newswire.com page views increased 11% during

2012 with 8/10 Google PageRank

• Increasing proportion of press releases including multi-media content

• Continued investment to expand customer base and broaden adoption of new products and services

• Strengthened relationship with customers and 38.3% increase of revenue through long term contracts

• Continued implementation of XBRL across Vintage clients • Launch of Agility targeting and monitoring platform

Geographic split

%

1. North America 84 2. Continental Europe 5 3. UK 4 4. Emerging Markets 7 5. RoW 0 1 2 3 4 5

Business split

%

1. US Distribution 48 2. US Other 10 3. US Vintage 11 4. CNW 16 5. PR Newswire Europe 9 6. Asia & Latin America 6 1 2 3 4 6 5

Revenue

£m

2008 2009 2010 2011 2012 154 161 181 188 196

Adjusted operating profit margin

%

2008 2009 2010 2011 2012 28.1 27.8 23.2 21.8 22.1

Business and strategic review

PR Newswire

(23)

PR Newswire business model

The attractions of PR Newswire’s

industry:

• Increasing necessity for clients to engage with targeted

audience sectors

• Unique and credible means to access earned

media globally

• Growth opportunities by innovating through new

channels and into new geographies

• The scalability of technology platforms

Potential challenges:

• Speed of change within the digital environment

• Conveyance of PR marketing and social media

• Risk of commoditisation of traditional wire products

• Revised regulatory guidance reducing clients’ reliance

on traditional wire distribution

• Reputational risk arising from unauthorised or

fraudulent releases

The business model

Revenues are driven by:

• The number of press releases

• How enhanced the release is, i.e. amount of digital

content, and destination of distribution

• New products which aid public relations

marketing, communications and investor

relations professionals

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Audience

• Allowing targeted, authenticated and compliant distribution to different audiences

• Enhanced targeting through distribution agreements with specific community websites

Product

• Exceptional reach of international distribution network

• Ability to distribute higher engagement content

• Education of customers about benefits of higher engagement content

• Breadth of product offering to marketing, investor relations and communications professionals to help them do their job more effectively (Targeting and monitoring tools)

Geographies

• Exposure to large US market • Exposure to faster-growing

Emerging Markets • Expansion into new

geographies through acquisition or new launches

(24)

The marketplace

PR Newswire derives approximately half its revenues

from its core distribution business in the US.

Vintage, PR Newswire’s US public-filing business,

has seen revenue growth driven by the SEC mandated

introduction of XBRL.

The remaining US revenues of PR Newswire are derived

from our engagement business. Multiple product offerings

reflect the increasingly rich way in which organisations

now communicate with their audiences, through the

addition of photos and videos that drive increased levels

of audience engagement. Consequently, we have seen a

corresponding increase in the use of multimedia news

releases (MNRs).

UBM’s market position

As at February 2012, the last available comprehensive overview of US press release distribution market, PR Newswire

had the second largest market share by volume.

US Wire market share % at Feb-2012*

PR Newswire

27.4 Businesswire

26.2 PRWeb

28.1 Marketwire

14.1 Globe Newswire

4.2

* Last available date that MarketWire supplied Factiva and therefore last date of comprehensive auditable US press release distribution by volume.

Canada market share Position Main competitors

Canadian press release

distribution

No. 1 (67.3% market share)

MarketWire (30.8%)

Both of these revenue streams are propelled by the

structural global trends such as disclosure requirements

across different regulatory regimes, the continuing

internationalisation of business and the growing

multiplicity of channels to reach audiences.

We expect these trends to continue over the long term.

News and content distribution

marketplace

(25)

PR Newswire revenue grew 4.6% in 2012 to £196.4m (2011:

£187.8m). Revenues were up 4.5% on an underlying basis.

US Distribution reported revenues increased to £94.9m

reflecting good organic growth of 5.6%. This was largely

driven by continued success in up-selling multimedia press

releases. The overall number of releases was stable in 2012.

US Distribution revenue committed under contracts increased

from £19.9m as at 31 December 2011 to £26.3m as at

31 December 2012.

US Other products revenues fell 9.1% on an underlying basis

to £19.7m. This decrease was driven by a reduction in

broadcast services revenue and £1.1m loss of royalty revenue

following the termination of the contract with Vocus, in H2,

as we launched our proprietary targeting and monitoring

product, Agility.

US Vintage revenues grew 24.1% on an underlying basis to

£20.8m, driven largely by increased XBRL filing revenues albeit

from a low base in 2011.

Revenues generated at Canada Newswire remained essentially

flat at £30.7m reflecting a favourable variance in Distribution,

offset by reductions in broadcast and webcast production

revenue compared to 2011. In November we acquired the

remaining 50% stake of CNW for £30.1m. Full ownership will

enable PR Newswire to implement an aligned commercial,

product development and infrastructure strategy across its

North American business. This alignment is expected to result

in cost synergies and incremental revenues in Canada by

providing customers with access to PR Newswire’s full range

of product offerings and by enabling the two organisations

to work together in accelerating the trend towards higher

engagement products.

Other international revenues rose 4.5% to £30.3m (2011:

£29.0m). PR Newswire Europe’s revenues increased by 2.7%

to £19.2m (2011: £18.7m) largely driven by a continued strong

performance from the UK and the Nordic region. The PR

Newswire Asia and Latin American revenues increased by 8.0%

on an underlying basis, mainly reflecting good performance of

our distribution network across Asia.

Adjusted operating profit for PR Newswire was £43.5m resulting

in a margin of 22.1% (2011: 21.8%). The 0.3 percentage point

rise reflects some operational leverage, particularly in US

Distribution, offset by the dilutive impact of new product

launches which have yet to gain scale.

Total PR Newswire performance

2012 £m 2011 £m Change % Change at CC % Underlying change %

US Distribution

94.9

88.7

7.0

5.8

5.6 US Other

19.7

21.4 -7.9

-9.2

-9.1

US Vintage

20.8

17.9

16.2

14.9

24.1 Canada Newswire

30.7

30.8 -0.3

0.0

0.2 PR Newswire Europe

19.2

18.7

2.7

2.7 PR Newswire Asia & LatAm

11.1

10.3

7.8

8.0 Total Revenue

196.4

187.8

4.6

3.8

4.5 Total Adjusted Operating Profit

1

_43.5

_41.0

_6.1

Total Adjusted Operating Profit Margin

1

_22.1

_21.8

_0.3%pt

(26)

Marketing services: integrated media

solutions

We carry out campaigns on behalf of clients looking to enhance their branding, customer

awareness, reach and engagement or to generate sales leads. We offer our clients measurable

return on investment and high audience engagement through our online products, while the

publication of controlled circulation print titles provides a traditional display advertising

platform. Revenues are generated through advertising (such as banner ads or page space),

lead generation services, organising live online events and building or managing community

websites on behalf of clients.

Strategic update

• Sales and marketing investment to promote integrated marketing service – straddling multimedia

• Two Online Best Practice (‘OBP’) meetings to develop best performance. One co-located with GEM meetings to promote integrated community approach

• More than 700 active participants on the OBP Hub space

• 17% increase in number of digital issues to 124

• Launch of 24 new interactive digital client-sponsored community sites

• Worked with more than 120 clients to create ‘owned media’ content marketing

• Launch of 21 new tablet/phone apps

• Disposed/discontinued 27 titles in 2012. This rationalised portfolio of print had contributed £29.8m of revenue in 2011

Geographic split

%

1. North America 70 2. UK 20 3. Emerging Markets 5 4. RoW 3 5. Continental Europe 2 1 2 3 4 5

Community split

%

1. Technology 65 2. Built Environment 14 3. Health 12 4. Lifestyle 4 5. Other 5 1 2 3 4 5

Revenue

£m

2008 2009 2010 2011 2012 273 220 213 203 164

Adjusted operating profit margin*

%

2008 2009 2010 2011 2012 8.5 4.3 5.3 7.0 4.2

Business and strategic review

Marketing services